GENERAL TERMS AND CONDITIONS OF SALE OF GOODS

Transcription

1 GENERAL TERMS AND CONDITIONS OF SALE OF GOODS OF CMC POLAND SP. Z O.O. I. GENERAL PROVISIONS 1.This General Terms and Conditions of Sale of Goods (hereinafter: GTCS) shall be applied to contracts or orders (hereinafter: Contract) of sale of goods by CMC Poland Sp. z o.o. (hereinafter: CMC) unless otherwise provided for in the particular Contract. 2.In case of any potential conflicts or discrepancies between GTCS provisions and conditions of purchase applied by the Buyer, the provisions included in this GTCS shall prevail. In case of any potential conflicts or discrepancies between GTCS provisions and the provisions of the Contract, the provisions of the Contract shall prevail subject to point III 2 below. 3.The terms used in this GTCS shall have the following meaning: Goods steel products sold by CMC; Buyer legal or natural person who purchases Goods from CMC Place of Delivery - place of loading Goods for shipment on the premises of CMC mill. Place of Receipt seat of the Buyer or any other place indicated in the Contract, where the Buyer undertakes to collect the Goods pursuant to applied INCOTERMS rule. Trade Credit - the upper limit of matured and unmatured obligations of the Buyer towards CMC, whether in contract, tort, guarantee or any other legal theory, including the delivery of Goods, specified by CMC if the payment date set forth in the Contract does not overlap with the Goods delivery date. Buyer s address - address, at which CMC submits statements on offer acceptance and other statements related to the Contract and amendments thereto. The Buyer undertakes to provide an address of the Buyer before making the Contract. CMCP_Sales_Order_Confirmation@cmc.com - the address from which CMC sends statements related to Contract conclusion and amendments thereto. The above address is not used for to receive electronic mail by The statement sent from this address constitutes a statement made by CMC Poland Sp. z o.o. 1. II. CONDITIONS OF CONCLUDING AND AMMENDING THE CONTRACT It should be noted that conclusion and change of the Contract require a documented form. In order to conclude a contract the Buyer sends an offer of Goods purchase at the address of the CMC employee which specifies at least amount, price and date of Goods delivery. 2. Sending of the statement on accepting the offer in the form of the order confirmation from the address CMCP_Sales_Order_Confirmation@cmc.com to e- mail address of the Buyer shall be an exclusive confirmation of accepting the offer by The application of article 68 2 CC shall be excluded. 3. The moment of concluding the contract of sale shall be the moment the Buyer could acknowledge the statement mentioned in point 2 above, unless the Buyer immediately opposes its content in the document submitted to the address of the CMC employee that the Buyer cooperates with. 4. Any amendments to the contract require a document form. The confirmation of acceptance of changes to the order by CMC is another sending of the order confirmation with the same number from the address CMCP_Sales_Order_Confirmation@cmc.com to address of the The another order confirmation with the same number supersedes any prior order confirmations and constitutes full and final content of the contract between the parties. 5. The Buyer represents that any person carrying out electronic mail correspondence from boxes of the Buyer is authorized to make declarations of will on its behalf and to its benefit, including amendment to the content of the concluded contract in the agreed form. 6. The attachments specified in the Contract constitute its integral part. III. CONDITIONS OF DELIVERY 1. If the name and surname of the third party or its address was specified in the Contract, it means that the Buyer authorizes this person to collect the Goods on its behalf and at its sole risk. 2.The Conditions of delivery of Goods are defined each time by the particular terms and conditions of the Contract- in particular Incoterms 2010 rules stipulated in the contract form, provided that the title to Goods is transferred to the Buyer upon complete payment of sale price, whereas, the risk of loss or damage to Goods is transferred to the Buyer upon loading of Goods for shipment on the premises of CMC mill. The above mentioned restriction is effective against third parties and shall also be effective in case of further processing or joining the Goods by the Buyer or any other third party, including subsequent buyers. 3.CMC shall reserve the right or deliver Goods in batches or in whole quantity prior to stipulated date of delivery. Failure to deliver the whole lot of ordered Goods on the stipulated date does not constitute grounds for refusal of its later collection by the Within the provisions set forth in GTCS CMC shall be liable for the delay in delivery of Goods only if due to its exclusive fault the delivery of Goods is delayed by more than one calendar month in relations to the agreed final date of the delivery. 4.The weight of Goods according to readings of CMC Goods scale on the receipt of Goods by the Carrier shall be accepted for the purpose of agreeing upon execution and settlement of the contract. Accepted weight tolerance is +/- 10% as regards bars length tolerance - up to 100mm- in relation to the Contract. 5.If the Buyer fails to collect the Goods within the deadline defined in the Contract or if, having been informed by CMC about the intention of shipment of Goods, does not confirm its readiness to collect Goods within deadline indicated by CMC, CMC shall be entitled, at its discretion, to: a) indicate in writing another date of shipment, or b) issue an invoice for sale of Goods, or c) store Goods at the Buyer s exclusive cost and risk and chargé the Buyer with the storage costs, or d) withdraw from the contract in whole or in part and demand that the Buyer remedy the damage in the amount including but not limited to the difference between the price for Goods agreed with the Buyer and the price for which Goods were sold to other customer, or f) dedicate the Goods for scrap and demand that the Buyer pay the price reduced by the value of scrap indicated by CMC, or g) impose liquidated damages in the amount of 0,2% of the Contract value for each day of the delay in collection of Goods, or h) seek compensation pursuant to general provisions of law. 6. In the event that CMC is responsible for arrangement and costs of transportation under the Contract, the Buyer is obliged to unload the goods during the working hours of recipient s warehouse and complete it no longer than within 2 hours from the moment of sending by CMC an confirmation about readiness for goods unloading or within otherwise agreed date of unloading. In case of delay in unloading goods due to the reasons not attributable to CMC, CMC shall have the right to claim liquidated damages from the Buyer in the amount of 50 PLN or, if the Place of Receipt is outside the Polish boundaries, in the amount of 30 EUR for each commenced hour of delay until the 1

2 completion of unloading of delivery stipulated in the CMR delivery note. 7. The Buyer represents that if CMC plant is the place of receipt under the Contract and the Buyer is obliged to arrange transportation, the Buyer shall apply the rules of CMC internet platform in compliance with the by-laws thereof. 8. The Buyer shall authorize any person mentioned in point II section 1 to obtain login and password to CMC internet platform and accept on the Buyer s behalf the by-laws of the platform and conduct operations on the platform to the benefit and at risk of the 9. Should the Buyer (or carrier acting at the behest of the Buyer) be in delay to provide transport to collect Goods in CMC plant in accordance with reservation made on the internet platform, CMC shall have the right to claim liquidated damages from the Buyer in the amount PLN 80 for each commenced hour of delay on domestic routes and EUR 20 for each commenced hour of delay on international routes. IV. PRICE 1.The price for Goods set forth in the terms and conditions of the Contract is a net unit price. The unit price is fixed price. 2.The Buyer shall be obliged to pay the price within the deadline indicated in the VAT invoice issued by 3.If the Buyer is late with the payment of the price, CMC may demand interests for the time of the delay even if it does not incur any damage and even if the delay was a consequence of circumstances the Buyer is not responsible for. The late payment interests shall be calculated by CMC in the amount constituting maximum interests rate 15% per year- pursuant to art. 359 of the Civil Code. The payment shall be deemed completed upon inflow of cash on the bank account of CMC made by bank transfer indicating the number of invoice the payment refers to. In case of the advanced payment, the Buyer is obliged to indicate in the transfer the number of Contract that the payment refers to. In case of any excess payment, CMC shall return the overpaid amount to the bank account the amount was credited to. 5.The Buyer shall not be entitled to set off any receivables with Buyer s liabilities resulting from the Contracts concluded between the Parties. 6.If the Parties to the Contract stipulated payment date in such a way that it does not corresponds to the delivery date of the particular batch of Goods, CMC shall notify the Buyer of the amount of granted Trade Credit. The Buyer is obliged not to exceed the amount of Trade Credit granted by Should the matured and umatured obligations of the Buyer against CMC reach the amount of the Trade Credit, CMC will be obliged to supply other deliveries of Goods covered by the Contract only on condition that the Parties agree upon other form of payment or agree upon and submit security. 7. The Trade credit may be at any time decreased or cancelled by CMC (having the effect in the future, as of the day the Buyer obtains the information) if it considers it necessary due to information about negative change of the financial status of the Buyer or deterioration of the Buyer s solvency, or due to any other reasons CMC considers relevant. The change of the amount of the Trade Credit by CMC shall be effective as of the day the Buyer obtains the information about it however not earlier than as of the day the information has been provided. 8.CMC shall be entitled to withhold the deliveries of Goods in the following cases: a) delay of the payment of any receivables by the Buyer by the period longer than 15 days from the invoice maturity date, b) the Buyer s obligations (matured and unmatured) reach the amount of the Trade Credit, c) decrease or cancellation of the amount of the Trade Credit, 9.CMC will resume deliveries if the above mentioned reasons for withholding cease to exist unless it interferes with other CMC production obligations. 10.If the delay in any payment against CMC exceeds 30 days, CMC may withdraw from the sale contract without setting any additional time limit. CMC shall not be liable for any damage resulting from those reasons. 11.The Buyer shall be obliged to confirm the delivery with the signature of the authorized person on the delivery document / CMR/ CIM/ SMGS and to submit it to In each case as required by law regulations, the Buyer is obliged to submit to customs authorities appropriate documents related to delivery in case of sale of Goods by CMC beyond the boundaries of the Republic of Poland. Failure to observe the abovementioned obligations entitles CMC to increase the price for the sale of Goods by the amount of VAT. 12. The Buyer purchasing Goods from CMC specified in the attachment no.11 to the Act on goods and services tax of 11 March 2004 (hereinafter: VAT act) guarantees that, as of the day of obligation to purchase Goods from CMC, including the day of granting warranty, guarantee, payment realization or day of collecting Goods from CMC, is a taxpayer as defined in art 15 of VAT act registered as an active VAT payer. 13. Should the Buyer violate the provisions of the point 12 above and fail to prove that fact of being registered as an active VAT payer, it will be obliged to pay the amount due resulting from the correction invoice issued by CMC increased by VAT and interests calculated from the day VAT became due and payable. V. LIABILITY FOR GOODS DEFECTS AND GUARANTEE: 1.CMC grants to the Buyer a guarantee for the delivered Goods exclusively pursuant to the terms and conditions defined herein. 2.Under the guarantee CMC ensures that the Goods are made of the material and quality compliant with the description in the delivery note and the Mill Test Report (issued by CMC pursuant to PN-EN standard) as well as manufactured in accordance with the technical specification stipulated in this Mill Test Report and free from any third parties rights. CMC assures the suitability of particular Goods for specified use only if such use was explicitly stipulated in the Contract or in the detailed specification of Goods attached to the Contract. Liability and risk for purpose and use of the Goods under the Contract in any other case or for any other purposes than agreed upon shall be borne exclusively by the Should the information trial lot, sample delivery or sample lot or any other analogical term be placed in the Contract or in the attachment thereto, it entails that CMC liability for defects of Goods covered by this Contract whether in contract, tort, guarantee or any other legal theory shall be excluded. 3.CMC shall be liable for the defect of Goods for the period of 6 months from the date of loading particular batch of Goods for shipment. After the lapse of such period, CMC liability for defects of goods ceases to exist. 4.Apart from the guarantee defined herein, CMC does not grants to the Buyer any other guarantees and is not liable towards the Buyer for the defect of Goods due to any other reason. CMC liability under implied warranty for physical defects is excluded. 5.CMC shall bear no responsibility whether in contract, tort, guarantee or any other legal theory for the corrosion that occurred after the delivery date or ordinary wear and tear of Goods. CMC shall be liable for defects of Goods only if the Goods were properly protected by the Buyer against corrosion, erosion and other surface defects and also properly stored and transported and if such protection allows for their identification at any time and objective evaluation of reported defects. 2

3 6.Any representations, warranties or commitments that do not constitute an attachment to the Contract shall not be binding for 7.Reporting a claim shall not exempt the Buyer from the obligation to pay for the Goods. 8.The Buyer is obliged to inspect the Goods immediately after its collection. The defects in Goods shall be reported by the Buyer without undue delay promptly after their detection under pain of losing rights related to defects in Goods, whereas: a) visible defects such as quantity shortage, surface defects, wrong diameters, mistakes in packaging etc.- not later than within 24 hours from collection of Goods; b) hidden defects within 2 days from discovery of defect but not later that within 30 days from loading defected batch of Goods for shipment, under pain of losing all rights related to defects in Goods. collection of Goods but not later than within 30 days from the date of the delivery. 9.The Buyer is obliged to report in writing to CMC on a form available at the internet website edure.aspx any defect. In case of quality claims, any costs related to testing Goods by the Buyer without CMC consent shall be borne by the 10.If CMC confirms defects in Goods that it is responsible for, CMC shall remove the defect, at its own discretion, by: a) collection of defected Goods from the Buyer upon the return of paid price or cancelling receivables, b) replacement of defected Goods for Goods free from defects within the nearest period after subsequent production of this material. CMC may, at its option, remedy the defect by relevant price reduction. Upon performance of the abovementioned obligations by CMC its liability for defects in Goods whether in contract, tort, guarantee or any other legal theory shall be deemed exhausted. 11.CMC shall bear no responsibility for any Buyer s costs, including costs of Goods processing, lost production etc. The liability of CMC for defects in Goods shall in each case be limited to the value of defected part of Goods. 4.Contractual and tort liability of CMC whether in contract, tort, guarantee or any other legal theory, including non-performance or improper performance of the Contract and guarantee, shall be limited to 100% of the value of particular Contract. CMC, however, shall bear no responsibility for indirect damage or Buyer s gains lost such as loss of production, loss of expected profit, loss of customer or order etc. 5.Legal remedies provided for herein are exclusive. If one of the provisions of the GTCS or the Contract is considered to be invalid, the validity of remaining provisions shall not in any way be affected thereby. 6. The provision concerning the personal data protection are included in Attachment no. 1 to the GTCS. 7. The Buyer, associated parties and any other third parties that the Buyer employs to perform the Contract and their despondent owners and parties associated therewith, including but not limited to carriers, forwarders, agents, owners of means of transport etc. guarantees that they are not encumbered by economic sanctions, embargoes, import quotas and any other regulations imposed by governmental and/or regulatory authorities, including the United States and the European Union. 8. In the event that CMC reasonably believes that the guarantee defined in point 7 above has been breached, CMC shall reserve the right to refuse the sale of Goods at any time. The Buyer shall be obliged to incur any costs, damages, penalties and fees resulting from and/or related to the refusal of the sale of Goods by 9.This GTCS shall come into effect as of 30 July, 2018, with exception of the provisions of art. II which shall come into effect on 1 st September, Any earlier terms and conditions, provisions and instructions shall lose their binding force on 30 th July, 2018 except for Art. II of the GTCS which shall lose its binding force on 1 st September, VI. FORCE MAJEURE 1.CMC shall not be liable for non-performance or improper performance of the Contract in part or in whole if the force majeure events occur. 2.Within the meaning of this GTCS, force majeure events are such external events that the party, acting with due diligence, could not prevent or foresee and that partially or completely preclude performance of the Contract, such as war, fire, strike, embargo, earthquake, equipment failures not resulting from their improper maintenance, local deficiencies of raw materials. 3.If due to occurrence of force majeure, any Party to the Contract is not capable of partial or complete performance of its obligations, it must immediately notify the other Party thereof. 4.If CMC does not perform the delivery of Goods in part or in whole within agreed deadline on account of force majeure event, after that time each of the Parties may withdraw from nonperformed part of the Contract. VII. FINAL PROVISIONS 1.The Buyer shall not assign any rights and obligations under the Contract without prior written consent of 2.All Contracts, that this GTCS constitute an attachment to, shall be governed by the Polish law unless explicitly stated otherwise. The application of the United Nations Convention on Contracts for the International Sale of Goods and Convention on the Limitation Period in the International Sale of Goods shall be excluded. 3.Any disputes arising from the Contract between the Parties shall be submitted for resolution be the common court with jurisdiction over the seat of 3

4 General Terms and Conditions of Sale of Goods of Poland Sp. z o.o. Attachment No. 1 GDPR Information obligation In order to implement the obligation set forth in art. 13 of the REGULATION (EU) 2016/679 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) (Official Journal of the EU, L ), (GDPR)) the CMC transfers to the Buyer, during obtaining its personal data, the following information: The controller of the data is CMC Poland S.A., ul. Piłsudskiego 82, Zawiercie, Polska (hereinafter CMCP or Controller ), contact data : CMC Poland S.A., ul. Piłsudskiego 82, Zawiercie, Poland, e mail: IOD@cmc.com, tel The Controller processes personal data for the following purposes with legal bases for processing provided for each one: a) conclusion and performance of the civil law contract with the person that this type of contract was made provisions governing the different types of contracts set forth in art. 6 (1) point b) of GDPR and art. 9 (2) point b of GDPR; b) performing obligations resulting from law provisions, in particular for the purpose of maintaining account and tax documentation, safety at work obligations, respecting traffic rules on the premises of the plant, IT service etc. art. 6 (1) point c) of GDPR c) pursuing Controller s claims before court against natural person art. art. 6 ust. 1 lit. f) of GDPR The legitimate interest pursued by CMC refers to necessity to process personal data of the natural person, who concluded a civil law contract with the Controller, in order to pursue before court Controller s claims against the natural person. The recipients of the personal data include authorized employees of the Controller, and in case of mandating services to other entities also their authorized employees, as well as administration bodies, agencies or institutions which would request for the access to personal data within their authorization resulting from law provisions or to whom the Controller transfers personal data pursuant to their rights set forth in law regulations. Personal data will be transferred to processor: Commercial Metals Company, 6565 N. MacArthur Blvd. Suite 800 Irving, TX 75039, United States of America. The appropriate safeguards have been ensured by application of standard data protection clauses pursuant to art. 46 (2) point c of GDPR and art. 26 (2) Directive 95/46/EC European Parliament and Commission of 24 October 1995 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (Official Journal of the EU, L.281, , p. 31) read with art. 46 (5) of GDPR. In compliance with the conditions specified in Art. 15 of GDPR you have the right to access your personal data and obtain a copy of your personal data. As to execution of these rights, please contact iod@cmc.com. Personal date are processed within the periods required for maintaining contract and accounting and tax documentation, however not less than the period of tax liability and civil claims statute of limitation. You have the right to access your personal data as well as rectify, erase or restrict processing of your personal data. You have the right to object to processing and to data portability. You can object to processing your personal data at any time, due to reasons related to particular situation.. If, irrespective of CMCP, the person submitting the data gives additional personal data with its consent you have the right to withdraw consent at any time, without affecting the lawfulness of processing based on consent before its withdrawal; You are entitled to lodge a complaint with the President of the Personal Data Protection Office, data protection authority, if you believe that processing of your personal data violates binding law regulations referring to personal data protection. The providing of your personal data is free but at the same time necessary for CMCP to realize its obligations related to conclusion and performance of the contract. The Controller does not use automated decision making in processing personal data, including profiling.

5 GENERAL TERMS AND CONDITIONS OF SALE OF GOODS OF CMC POLAND SP. Z O.O. I. GENERAL PROVISIONS 1.This General Terms and Conditions of Sale of Goods (hereinafter: GTCS) shall be applied to contracts or orders (hereinafter: Contract) of sale of goods by CMC Poland Sp. z o.o. (hereinafter: CMC) unless otherwise provided for in the particular Contract. 2.In case of any potential conflicts or discrepancies between GTCS provisions and conditions of purchase applied by the Buyer, the provisions included in this GTCS shall prevail. In case of any potential conflicts or discrepancies between GTCS provisions and the provisions of the Contract, the provisions of the Contract shall prevail subject to point III 2 below. 3.The terms used in this GTCS shall have the following meaning: Goods steel products sold by CMC; Buyer legal or natural person who purchases Goods from CMC Place of Delivery - place of loading Goods for shipment on the premises of CMC mill. Place of Receipt seat of the Buyer or any other place indicated in the Contract, where the Buyer undertakes to collect the Goods pursuant to applied INCOTERMS rule. Trade Credit - the upper limit of matured and unmatured obligations of the Buyer towards CMC, whether in contract, tort, guarantee or any other legal theory, including the delivery of Goods, specified by CMC if the payment date set forth in the Contract does not overlap with the Goods delivery date. II. CONDITIONS OF CONCLUDING AND AMMENDING THE CONTRACT 1. The Buyer represents that any person carrying out correspondence from boxes of the Buyer is authorized to make declarations of will on its behalf and to its benefit, including amendment to the content of the concluded contract in the agreed form. 2.The change of the content of the concluded contract shall be made in writing or in the form of ordinary electronic correspondence ( , facsimile) otherwise being null and void. 3.The attachments specified in the Contract constitute its integral part. III. CONDITIONS OF DELIVERY 1. If the name and surname of the third party or its address was specified in the Contract, it means that the Buyer authorizes this person to collect the Goods on its behalf and at its sole risk. 2.The Conditions of delivery of Goods are defined each time by the particular terms and conditions of the Contract- in particular Incoterms 2010 rules stipulated in the contract form, provided that the title to Goods is transferred to the Buyer upon complete payment of sale price, whereas, the risk of loss or damage to Goods is transferred to the Buyer upon loading of Goods for shipment on the premises of CMC mill. 3.CMC shall reserve the right or deliver Goods in batches or in whole quantity prior to stipulated date of delivery. Failure to deliver the whole lot of ordered Goods on the stipulated date does not constitute grounds for refusal of its later collection by the Within the provisions set forth in GTCS CMC shall be liable for the delay in delivery of Goods only if due to its exclusive fault the delivery of Goods is delayed by more than one calendar month in relations to the agreed final date of the delivery. 4.The weight of Goods according to readings of CMC Goods scale on the receipt of Goods by the Carrier shall be accepted for the purpose of agreeing upon execution and settlement of the contract. Accepted weight tolerance is +/- 10% as regards bars length tolerance - up to 100mm- in relation to the Contract. 5.If the Buyer fails to collect the Goods within the deadline defined in the Contract or if, having been informed by CMC about the intention of shipment of Goods, does not confirm its readiness to collect Goods within deadline indicated by CMC, CMC shall be entitled, at its discretion, to: a) indicate in writing another date of shipment, or b) issue an invoice for sale of Goods, or c) store Goods at the Buyer s exclusive cost and risk and chargé the Buyer with the storage costs, or d) withdraw from the contract in whole or in part and demand that the Buyer remedy the damage in the amount including but not limited to the difference between the price for Goods agreed with the Buyer and the price for which Goods were sold to other customer, or f) dedicate the Goods for scrap and demand that the Buyer pay the price reduced by the value of scrap indicated by CMC, or g) impose liquidated damages in the amount of 0,2% of the Contract value for each day of the delay in collection of Goods, or h) seek compensation pursuant to general provisions of law. 6. The Buyer represents that if CMC plant is the place of receipt under the Contract and the Buyer is obliged to arrange transportation, the Buyer shall apply the rules of CMC internet platform in compliance with the by-laws thereof. 7. The Buyer shall authorize any person mentioned in point II section 1 to obtain login and password to CMC internet platform and accept on the Buyer s behalf the by-laws of the platform and conduct operations on the platform to the benefit and at risk of the 8. Should the Buyer (or carrier acting at the behest of the Buyer) be in delay to provide transport to collect Goods in accordance with reservation made on the internet platform, CMC shall have the right to claim liquidated damages from the Buyer in the amount PLN 80 for each delay on domestic routes and EUR 20 for each delay on international routes. IV. PRICE 1.The price for Goods set forth in the terms and conditions of the Contract is a net unit price. The unit price is fixed price. 2.The Buyer shall be obliged to pay the price within the deadline indicated in the VAT invoice issued by 3.If the Buyer is late with the payment of the price, CMC may demand interests for the time of the delay even if it does not incur any damage and even if the delay was a consequence of circumstances the Buyer is not responsible for. The late payment interests shall be calculated by CMC in the amount constituting maximum interests rate 15% per year- pursuant to art. 359 of the Civil Code. The payment shall be deemed completed upon inflow of cash on the bank account of CMC made by bank transfer indicating the number of invoice the payment refers to. In case of the advanced payment, the Buyer is obliged to indicate in the transfer the number of Contract that the payment refers to. In case of any excess payment, CMC shall return the overpaid amount to the bank account the amount was credited to. 5.The Buyer shall not be entitled to set off any receivables with Buyer s liabilities resulting from the Contracts concluded between the Parties. 6.If the Parties to the Contract stipulated payment date in such a way that it does not corresponds to the delivery date of the particular batch of Goods, CMC shall notify the Buyer of the amount of granted Trade Credit. The Buyer is obliged not to exceed the amount of Trade Credit granted by Should the matured and umatured obligations of the Buyer against CMC reach the amount of the Trade Credit, CMC will be obliged to supply other deliveries of Goods covered by the Contract only on condition that the Parties agree upon other form of payment or agree upon and submit security. 7. The Trade credit may be at any time decreased or cancelled by CMC (having the effect in the future, as of the day the Buyer obtains the information) if it considers it necessary due to information about negative change of the financial status of the Buyer or deterioration of the Buyer s solvency, or due to any other reasons CMC considers relevant. The change of the amount of 1

6 the Trade Credit by CMC shall be effective as of the day the Buyer obtains the information about it however not earlier than as of the day the information has been provided. 8.CMC shall be entitled to withhold the deliveries of Goods in the following cases: a) delay of the payment of any receivables by the Buyer by the period longer than 15 days from the invoice maturity date, b) the Buyer s obligations (matured and unmatured) reach the amount of the Trade Credit, c) decrease or cancellation of the amount of the Trade Credit, 9.CMC will resume deliveries if the above mentioned reasons for withholding cease to exist unless it interferes with other CMC production obligations. 10.If the delay in any payment against CMC exceeds 30 days, CMC may withdraw from the sale contract without setting any additional time limit. CMC shall not be liable for any damage resulting from those reasons. 11.The Buyer shall be obliged to confirm the delivery with the signature of the authorized person on the delivery document / CMR/ CIM/ SMGS and to submit it to In each case as required by law regulations, the Buyer is obliged to submit to customs authorities appropriate documents related to delivery in case of sale of Goods by CMC beyond the boundaries of the Republic of Poland. Failure to observe the abovementioned obligations entitles CMC to increase the price for the sale of Goods by the amount of VAT. 12. The Buyer purchasing Goods from CMC specified in the attachment no.11 to the Act on goods and services tax of 11 March 2004 (hereinafter: VAT act) guarantees that, as of the day of obligation to purchase Goods from CMC, including the day of granting warranty, guarantee, payment realization or day of collecting Goods from CMC, is a taxpayer as defined in art 15 of VAT act registered as an active VAT payer. 13. Should the Buyer violate the provisions of the point 12 above and fail to prove that fact of being registered as an active VAT payer, it will be obliged to pay the amount due resulting from the correction invoice issued by CMC increased by VAT and interests calculated from the day VAT became due and payable. V. LIABILITY FOR GOODS DEFECTS AND GUARANTEE: 1.CMC grants to the Buyer a guarantee for the delivered Goods exclusively pursuant to the terms and conditions defined herein. 2.Under the guarantee CMC ensures that the Goods are made of the material and quality compliant with the description in the delivery note and the Mill Test Report (issued by CMC pursuant to PN-EN standard) as well as manufactured in accordance with the technical specification stipulated in this Mill Test Report and free from any third parties rights. CMC assures the suitability of particular Goods for specified use only if such use was explicitly stipulated in the Contract or in the detailed specification of Goods attached to the Contract. Liability and risk for purpose and use of the Goods under the Contract in any other case or for any other purposes than agreed upon shall be borne exclusively by the Should the information trial lot, sample delivery or sample lot or any other analogical term be placed in the Contract or in the attachment thereto, it entails that CMC liability for defects of Goods covered by this Contract whether in contract, tort, guarantee or any other legal theory shall be excluded. 3.CMC shall be liable for the defect of Goods for the period of 6 months from the date of loading particular batch of Goods for shipment. After the lapse of such period, CMC liability for defects of goods ceases to exist. 4.Apart from the guarantee defined herein, CMC does not grants to the Buyer any other guarantees and is not liable towards the Buyer for the defect of Goods due to any other reason. CMC liability under implied warranty for physical defects is excluded. 5.CMC shall bear no responsibility whether in contract, tort, guarantee or any other legal theory for the corrosion that occurred after the delivery date or ordinary wear and tear of Goods. CMC shall be liable for defects of Goods only if the Goods were properly protected by the Buyer against corrosion, erosion and other surface defects and also properly stored and transported and if such protection allows for their identification at any time and objective evaluation of reported defects. 6.Any representations, warranties or commitments that do not constitute an attachment to the Contract shall not be binding for 7.Reporting a claim shall not exempt the Buyer from the obligation to pay for the Goods. 8.The Buyer is obliged to inspect the Goods immediately after its collection. The defects in Goods shall be reported by the Buyer without undue delay promptly after their detection under pain of losing rights related to defects in Goods, whereas: a) visible defects such as quantity shortage, surface defects, wrong diameters, mistakes in packaging etc.- not later than within 24 hours from collection of Goods; b) hidden defects within 2 days from discovery of defect but not later that within 30 days from loading defected batch of Goods for shipment, under pain of losing all rights related to defects in Goods. collection of Goods but not later than within 30 days from the date of the delivery. 9.The Buyer is obliged to report in writing to CMC on a form available at the internet website edure.aspx any defect. In case of quality claims, any costs related to testing Goods by the Buyer without CMC consent shall be borne by the 10.If CMC confirms defects in Goods that it is responsible for, CMC shall remove the defect, at its own discretion, by: a) collection of defected Goods from the Buyer upon the return of paid price or cancelling receivables, b) replacement of defected Goods for Goods free from defects within the nearest period after subsequent production of this material. CMC may, at its option, remedy the defect by relevant price reduction. Upon performance of the abovementioned obligations by CMC its liability for defects in Goods whether in contract, tort, guarantee or any other legal theory shall be deemed exhausted. 11.CMC shall bear no responsibility for any Buyer s costs, including costs of Goods processing, lost production etc. The liability of CMC for defects in Goods shall in each case be limited to the value of defected part of Goods. VI. FORCE MAJEURE 1.CMC shall not be liable for non-performance or improper performance of the Contract in part or in whole if the force majeure events occur. 2.Within the meaning of this GTCS, force majeure events are such external events that the party, acting with due diligence, could not prevent or foresee and that partially or completely preclude performance of the Contract, such as war, fire, strike, embargo, earthquake, equipment failures not resulting from their improper maintenance, local deficiencies of raw materials. 3.If due to occurrence of force majeure, any Party to the Contract is not capable of partial or complete performance of its obligations, it must immediately notify the other Party thereof. 4.If CMC does not perform the delivery of Goods in part or in whole within agreed deadline on account of force majeure event, after that time each of the Parties may withdraw from nonperformed part of the Contract. VII. FINAL PROVISIONS 1.The Buyer shall not assign any rights and obligations under the Contract without prior written consent of 2.All Contracts, that this GTCS constitute an attachment to, shall be governed by the Polish law unless explicitly stated otherwise. The application of the United Nations Convention on Contracts for the International Sale of Goods and Convention on the Limitation Period in the International Sale of Goods shall be excluded. 2

7 3.Any disputes arising from the Contract between the Parties shall be submitted for resolution be the common court with jurisdiction over the seat of 4.Contractual and tort liability of CMC whether in contract, tort, guarantee or any other legal theory, including non-performance or improper performance of the Contract and guarantee, shall be limited to 100% of the value of particular Contract. CMC, however, shall bear no responsibility for indirect damage or Buyer s gains lost such as loss of production, loss of expected profit, loss of customer or order etc. 5.Legal remedies provided for herein are exclusive. If one of the provisions of the GTCS or the Contract is considered to be invalid, the validity of remaining provisions shall not in any way be affected thereby. 6. The Buyer gives its consent to processing of its personal data or personal data of its representatives acting on behalf of the Buyer, including persons collecting Goods, by CMC as the controller within the scope necessary for the conclusion, proper performance, archiving and pursuing its rights resulting from Goods collected by the Buyer as well as for using the data for future commercial contacts. The Buyer gives its consent to processing of its personal data (personal data of persons acting on its behalf) by other entities related to CMC, including entities outside the EEA territory. The Buyer and CMC are entitled to review and / or update personal data of the Moreover, the Buyer will have the right to raise objections against processing of its data or demand discontinuation of processing as well as removal of data pursuant to law regulations. 7. The Buyer, associated parties and any other third parties that the Buyer employs to perform the Contract and their despondent owners and parties associated therewith, including but not limited to carriers, forwarders, agents, owners of means of transport etc. guarantees that they are not encumbered by economic sanctions, embargoes, import quotas and any other regulations imposed by governmental and/or regulatory authorities, including the United States and the European Union. 8. In the event that CMC reasonably believes that the guarantee defined in point 7 above has been breached, CMC shall reserve the right to refuse the sale of Goods at any time. The Buyer shall be obliged to incur any costs, damages, penalties and fees resulting from and/or related to the refusal of the sale of Goods by 9.This GTCS shall come into effect as of October 27 th, As of this date any earlier terms and conditions, provisions and instructions related to Contracts concluded after the aforementioned date shall lose their binding force. 3